UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM
_____________________
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 13, 2020, the Board of Directors of AutoZone, Inc. (the “Company”) appointed Jamere Jackson as Executive Vice President and Chief Financial Officer-Elect, effective upon his commencement of employment, and Executive Vice President and Chief Financial Officer, Finance and Store Development, Customer Satisfaction, effective January 1, 2021.
Mr. Jackson, age 51, served as Executive Vice President and Chief Financial Officer of Hertz Global Holdings, Inc., a worldwide vehicle rental company, since 2018. From 2014 to 2018, Mr. Jackson served as Chief Financial Officer of Nielsen Holdings plc, an information, data and measurement company. Prior to 2014, Mr. Jackson held a variety of leadership roles at General Electric Company, including Vice President and Chief Financial Officer of a division of General Electric Oil and Gas. Mr. Jackson has served on the board of directors for Hibbett Sports, Inc, since May 2020, where he serves on the Audit Committee, and Eli Lilly & Co, since October 2016, where he serves on the audit and finance committees.
Concurrent with his appointment, the Compensation Committee of the Board of Directors approved the offer letter extended by the Company to Mr. Jackson (“Offer Letter”) providing for an annual base salary of $700,000, an annual bonus target equal to 75% of his base salary and a one-time cash signing bonus of $1,200,000 (subject to repayment in full if Mr. Jackson voluntarily terminates his employment or his employment is terminated for cause prior to the second anniversary of the payout date). Upon commencement of employment or shortly thereafter, Mr. Jackson will receive a one-time sign-on award consisting of 2,962 non-qualified stock options vesting ratably over four years, as well as a long-term incentive award for fiscal year 2021 consisting of non-qualified stock options with an estimated grant date fair value of $2,280,000. Mr. Jackson will also be eligible for other benefits and perquisites on terms substantially similar to those that apply for other executive officers of the Company, including executive relocation benefits, enhanced severance benefits in the form of salary continuation for 12-24 months, participation in the executive physical program and the Company’s health, welfare and other benefit plans and participation in the Company’s 401(k) plan, Executive Deferred Compensation Plan and stock purchase plans.
There are no arrangements or understandings between Mr. Jackson and any other person pursuant to which Mr. Jackson was selected as an officer, there are no family relationships between Mr. Jackson and any director or other officer of the Company, and there are no transactions in which the Company is a party and in which Mr. Jackson has a material interest subject to disclosure under Item 404(a) of Regulation S-K.
The foregoing is a brief description of the material terms of the Offer Letter, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 10.1 | Offer letter dated August 5, 2020 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 14, 2020
| AUTOZONE, INC. | ||
| By: | /s/ Kristen C. Wright | |
| Name: | Kristen C. Wright | |
| Title: | Senior Vice President, General Counsel and Secretary | |